Master Equipment Lease

NORSTAN MASTER LEASE NO. COMMENCEMENT DATE

FINANCIAL SERVICES, INC. 2273-000 7-1-98

6900 WEDGWOOD ROAD SUITE 150

PO BOX 9003 ----------------------------------------

MAPLE GROVE, MN 55311 SALES REP

PHONE: 612-420-1100

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MASTER EQUIPMENT LEASE

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NAME (CORRECT LEGAL NAME)

LATITUDE COMMUNICATIONS

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2121 TASMAN DRIVE

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CITY STATE ZIP

SANTA CLARA CA 95054

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LESSEE CONTACT PHONE NO.

JOLYNN JOHNSSON (408) 988-7281

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MASTER TERMS AND CONDITIONS - PLEASE READ CAREFULLY BEFORE SIGNING



1. ENTIRE AGREEMENT. This Lease which includes the provisions on the reverse

side hereof and any other Schedule(s) made a part hereof by the parties,

constitute the entire agreement between Lessor and Lessee.



2. TERM/RENT. Upon acceptance hereof, Lessor agrees to lease to Lessee the

"Equipment" indicated in the Schedule(s) to be annexed hereto for the "Basic

Term" indicated on said Schedule(s). Lessee promises to pay to Lessor, or

order, the aggregate Basic Rent as provided on said Schedule(s), and all

other payments provided herein, in Lessor's corporate office. The Term and

the first rental period and monthly payment for the Equipment will commence

on the first day of the month following Lessee's acceptance of the Equipment

and shall continue for the number of months indicated on said Schedule(s). In

addition, Lessee shall pay to Lessor an interim rent payment equal to a

prorata amount of the monthly rent payment for each day from the date of

acceptance of the Equipment until the first day of the following month. The

Basic Rent, shall be adjusted and increased by Lessor to cover any and all

sales, use or rental taxes imposed from time to time upon Lessor, the Basic

Rent, and/or the Equipment.

Lessee understands and agrees that neither the supplier nor any marketing

officer is an agent of Lessor. No such supplier nor marketing officer is

authorized to alter, waive or add to any term or condition of this Lease, and

no representation as to the Equipment, Lease or any other matter by any

supplier or any marketing officer shall in any way affect Lessee's duty to

pay Basic Rent, and/or to perform its other obligations as set forth herein.

LESSEE SHALL PAY AND PERFORM THIS LEASE WITHOUT NOTICE, DEMAND, OFFSET,

DEDUCTION, DEFENSE OR DEFERMENT, AND ANY CLAIMS BY LESSEE AGAINST LESSOR

SHALL ONLY BE ASSERTED IN AN INDEPENDENT ACTION. THIS LEASE CANNOT BE

CANCELLED OR TERMINATED BY LESSEE EXCEPT AS PROVIDED HEREIN.



3. DISCLAIMERS. LESSOR, NOT BEING THE MANUFACTURER OR SUPPLIER OF ANY OF THE

EQUIPMENT, HAS NOT MADE AND DOES NOT MAKE TO LESSEE ANY REPRESENTATION,

WARRANTY OR COVENANT, EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT, OR

THE DELIVERY, INSTALLATION OR TIMELINESS THEREOF, NOR WITH RESPECT TO THE

EQUIPMENT'S MANUFACTURE, DESIGN, CONDITION, FITNESS FOR USE, OR

MERCHANTABILITY, AND ALL EQUIPMENT SHALL BE ACCEPTED AND LEASED BY LESSEE "AS

IS". IN NO EVENT SHALL LESSOR BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL OR

INCIDENTAL DAMAGES TO LESSEE AS A RESULT OF THIS LEASING TRANSACTION. LESSEE

AGREES ALL SUCH CLAIMS SHALL BE ASSERTED AND/OR SETTLED DIRECTLY WITH THE

SUPPLIER(S) AND NO SUCH CLAIMS SHALL BE ASSERTED AGAINST LESSOR.



4. EQUAL OPPORTUNITY. NORSTAN shall observe its responsibilities under Executive

Order 11246, as amended and the regulations at 41 CFR Parts 60-1 through 60-

80, and Sections 402/503 and the regulations at 41 CFR Parts 250 and 60-741.



5. EQUIPMENT SELECTION/ORDERING/ACCEPTANCE. Lessee has selected the

suppliers, type, design and quality of Equipment and hereby requests Lessor

to acquire and lease the same upon the terms hereof. LESSEE ASSUMES THE

RESPONSIBILITY FOR DELIVERY, INSPECTION AND ACCEPTANCE OF THE EQUIPMENT AND

LESSOR SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY DELAY OR FAILURE OF

DELIVERY OF SAID ORDERED EQUIPMENT. LESSEE ASSUMES ALL RISKS AND OBLIGATIONS

TO ANY SUPPLIER ON ACCOUNT OF NONACCEPTANCE OF THE EQUIPMENT OR TERMINATION

OF THIS LEASE. So long as Lessee is not in default, Lessee may, at its

expense, enforce damage and warranty claims to its interest directly against

the supplier(s), and the same shall be deemed part of the Equipment and

Collateral described in Section 10 hereof.



6. LOCATION/INSPECTION. The location of the Equipment shall be as indicated

hereon (or on its Schedule). The location shall not be changed without

Lessor's prior written consent. Lessee shall permit Lessor, its agents, and

potential purchasers of the Equipment, access at reasonable times to inspect

the Equipment, and observe its use and condition.



7. LIENS AND ENCUMBRANCES. Lessee will at all times protect and defend, at its

own cost and expense, the interest and priority of Lessor and keep the

Equipment (and additions or attachments of Lessee thereto, if any) free and

clear from any and all claims, liens and processes and other encumbrances.



8. SECURITY INTEREST. Lessor and Lessee intend this transaction to be a leasing

transaction only, but to the extent, at any time or from time to time, this

Lease is construed or asserted to be a transaction intended as a security,

Lessor retains and/or Lessee hereby grants to Lessor a security interest in

and to all the Equipment, the proceeds of any contracts, sale, assignment,

lease or sub-lease thereof, any insurance proceeds, and any other rights of

Lessee in and to the Equipment, the Lease and/or their proceeds. No title

equity or right in or to the Equipment shall pass to Lessee except in

accordance with the terms hereof. Lessee agrees that Lessor is authorized to

file a copy of this Lease as a financing statement and file it or other

financing statements or amendments thereto with or without the signature of

Lessee with respect to any or all of the Equipment and, if Lessee's signature

is required thereon by law, Lessee irrevocable appoints Lessor as Lessee's

attorney-in-fact to execute any such financing statements.



9. ASSIGNMENT/SUBLEASE. Lessee shall not sell, transfer, assign, sublease,

convey, encumber or pledge its interest in and to this Lease, any Schedule or

the Equipment, and any such sale, transfer, assignment, sublease, conveyance,

encumbrance or pledge, whether by operation of law or otherwise, without the

prior written consent of Lessor, shall be void. Lessor, its successor and

assigns, may sell or assign this Lease or any Lease Schedule and/or grant

security interest therein or security interest in the Equipment, in whole or

in part, with or without notice to Lessee. The provisions of this Lease shall

be binding upon any success ...